Chairman of WellChoice Board to Retire.Business Editors NEW YORK--(BUSINESS WIRE)--May 13, 2004 WellChoice, Inc. (NYSE NYSE See: New York Stock Exchange : WC) announced today that Philip Briggs, age 76, Chairman of the WellChoice Board of Directors, will not stand for reelection re·e·lect also re-e·lect tr.v. re·e·lect·ed, re·e·lect·ing, re·e·lects To elect again. re at the 2004 Annual Meeting of Stockholders on May 19, 2004, and will therefore retire from the Board following that meeting. The election of a new Chairman is expected to occur immediately following the Annual Meeting at the Company's regularly scheduled Board meeting. To facilitate potential merger discussions, which were ongoing, the Company had agreed to waive its normal retirement policy to permit Mr. Briggs to remain a participant and Mr. Briggs agreed. With the termination of the discussions, Mr. Briggs concluded it best to adhere to that policy and accordingly not to stand for re-election. "Phil has fulfilled the classic role of Chairman, taking on the role of CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. twice along the way during periods of transition," said Michael A. Stocker, MD, President and CEO of WellChoice. "Under Phil's leadership over the past eleven years, the company recovered from the attack on our headquarters at the World Trade Center, converted to a for-profit company, and has vastly improved its position in the New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of market. We will miss him." The Company will not propose a substitute nominee to its slate of nominees for the Board of Directors at its upcoming Annual Meeting of Stockholders. Accordingly, three rather than four Class II directors will be up for reelection next week, thereby reducing the size of the Board to 13 from 14. After giving effect to Mr. Briggs' retirement, 10 of the 13 members of the Board, or approximately 77% of the Board, meet the Company's director independence standards. Votes cast by proxy cards included in the proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other dated April 5, 2004 for the Annual Meeting of Stockholders remain valid. Stockholders who have not yet voted may continue to use the proxy card they received with the initial mailing. However, the Company will not count the votes cast relating to the election of Mr. Briggs as a Class II Director. Mr. Briggs has been Chairman of the Company's Board of Directors since July 1993. He also served as Chief Executive Officer from July 1993 until October 1993, and again from August 1994 until October 1994. Prior to that he was Vice-Chairman of Metropolitan Life Insurance Company from 1986 until 1993, and also served as Chief Financial Officer from 1990 until 1993. Mr. Briggs held a variety of other positions at Met Life between 1977 and 1986, including Executive Vice President and as a member of the Corporate Executive Office. About WellChoice WellChoice, Inc. is the parent company of the largest health insurer in the State of New York based on PPO PPO abbr. preferred provider organization PPO Managed care Preferred provider organization, see there Infectious disease Pleuropneumonia-like organism, see there and HMO HMO health maintenance organization. HMO n. A corporation that is financed by insurance premiums and has member physicians and professional staff who provide curative and preventive medicine within certain financial, membership. WellChoice, through its Empire Blue Cross Blue Shield Blue Shield A US not-for-profit health care insurer that is a reimbursement intermediary for physicians. Cf Blue Cross. subsidiaries, has the exclusive right to use the Blue Cross and Blue Shield names and marks in 10 downstate New York Downstate New York is a term for the southeasternmost portion of New York State, United States, in contrast to Upstate New York. It should be noted that the term "Downstate New York" has significantly less currency than its counterpart term "Upstate New York", and the Downstate counties and one or both of these names and marks in selected counties in upstate New York Upstate New York is the region of New York State north of the core of the New York metropolitan area. It has a population of 7,121,911 out of New York State's total 18,976,457. Were it an independent state, it would be ranked 13th by population. . WellChoice offers a broad portfolio of products, including managed care and traditional indemnity products, and has a broad customer base including large group, middle-market and small group, individual, and national accounts. Additional information on WellChoice can be found at www.wellchoice.com. Cautionary Statement Some of the information contained in this press release is forward-looking, including statements relating to future financial or business results. Forward-looking information is based on management's estimates, assumptions and projections and is subject to significant uncertainties and other factors, many of which are beyond the company's control. Important risk factors could cause future results to differ materially from those estimated by management. Those risks and uncertainties include but are not limited to: our ability to accurately predict health care costs and to manage those costs through underwriting criteria, quality initiatives and medical management; product design and negotiation of favorable provider reimbursement rates; our ability to maintain or increase our premium rates; possible reductions in enrollment in our health insurance programs or changes in membership; the regional concentration of our business in the New York metropolitan area New York–Northern New Jersey–Long Island is the most populous metropolitan area in the United States and the third most populous in the world, after Tokyo and Mexico City. and the effects of economic downturns in that region or generally; future bio-terrorist activity or other potential public health epidemics; the impact of health care reform and other regulatory matters; the outcome of litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. ; and the potential loss of our New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. account. For a more detailed discussion of these and other important factors that may materially affect WellChoice, please see the company's filings with the Securities and Exchange Commission, including the discussion of risk factors and historical results of operations and financial condition in its Annual Report on Form 10-K for the year ended December 31, 2003, and its Quarterly Report on Form 10-Q for the three months ended March 31, 2004. |
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